Common use of Bailee for Perfection Clause in Contracts

Bailee for Perfection. (a) Each of Senior Agent and Junior Agent agrees to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, or other applicable law (such Collateral being referred to as the “Pledged Collateral”) as bailee and as a non-fiduciary agent for Junior Agent or Senior Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8- 301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under any of the Junior Lien Documents or the Senior Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4(a) and each of Senior Agent and Junior Agent hereby appoints each other Agent to act as its non-fiduciary agent for such purposes and each such Agent accepts such appointment. Unless and until the Discharge of the Senior Lien Obligations, the Junior Agent agrees to promptly notify Senior Agent of any Pledged Collateral held by it or by any other Junior Claimholders, and, immediately upon the written request of Senior Agent at any time prior to the Discharge of the Senior Lien Obligations, the Junior Agent agrees to deliver to Senior Agent any such Pledged Collateral held by it or by any other Junior Claimholders, together with any necessary endorsements (or otherwise allow Senior Agent to obtain sole possession or control of such Pledged Collateral). (b) Subject to the terms of this Agreement, until the Discharge of Senior Lien Obligations has occurred, the Senior Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Loan Documents as if the Liens of the Junior Agent under the Junior Collateral Documents did not exist. The rights of the Junior Agent shall at all times be subject to the terms of this Agreement and to the Senior Agent's rights under the Senior Loan Documents. (c) Senior Agent shall not have any obligation whatsoever to the Junior Agent or any other Junior Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The Junior Agent shall not have any obligation whatsoever to Senior Agent or any other Senior Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of Senior Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Senior Lien Obligations as provided in paragraph (d) of this Section 5.4. The duties or responsibilities of the Junior Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4. (d) Senior Agent acting pursuant to this Section 5.4 shall not have by reason of the Senior Loan Documents, any Junior Lien Documents, or this Agreement a fiduciary relationship in respect of the Junior Agent or any other Junior Claimholder. The Junior Agent acting pursuant to this Section 5.4 shall not have by reason of the Senior Loan Documents, any Junior Lien Documents, or this Agreement a fiduciary relationship in respect of Senior Agent or any other Senior Claimholder. (e) Upon the Discharge of Senior Lien Obligations, Senior Agent shall deliver the remaining Pledged Collateral (if any) that constitutes Junior Collateral, together with any necessary endorsements (but without representation or warranty or recourse of any kind), first, to Junior Agent to the extent the Junior Lien Obligations remain outstanding as confirmed in writing by the Junior Agent, and, to the extent that Junior Agent confirms no Junior Lien Obligations are outstanding, second, to Grantors to the extent no Senior Lien Obligations or Junior Lien Obligations remain outstanding (in each case, so as to allow such person to obtain possession or control of such Pledged Collateral). 5.

Bailee for Perfection. (a) Each of Senior ABL Agent and Junior Term Agent agrees each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees,) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, UCC or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as bailee and as a non-fiduciary agent for Junior Term Agent or Senior ABL Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8- 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under any of the Junior Lien Term Loan Documents or the Senior ABL Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4(a) and each of Senior Agent and Junior Agent hereby appoints each other Agent to act as its non-fiduciary agent for such purposes and each such Agent accepts such appointment5.4. Unless and until the Discharge of the Senior Lien ABL Priority Obligations, the Junior Term Agent agrees to promptly notify Senior ABL Agent of any Pledged Collateral held by it or by any other Junior Term Loan Claimholders, and, immediately upon the written request of Senior ABL Agent at any time prior to the Discharge of the Senior Lien ABL Priority Obligations, the Junior Term Agent agrees to deliver to Senior ABL Agent any such Pledged Collateral held by it or by any other Junior Term Loan Claimholders, together with any necessary endorsements (or otherwise allow Senior ABL Agent to obtain sole possession or control of such Pledged Collateral). ABL Agent hereby agrees that upon the Discharge of the ABL Priority Obligations, upon the written request of Term Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, ABL Agent shall continue to act as such a bailee and non-fiduciary agent for Term Agent (solely for the purpose of perfecting the security interest granted under the Term Loan Documents and at the expense of Term Agent) with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) thirty (30) days after the date when the Discharge of the ABL Priority Obligations has occurred, and (y) the date when a control agreement is executed in favor of Term Agent with respect to such deposit account or securities account. (b) Subject to the terms of this Agreement, until the Discharge of Senior Lien Obligations has occurred, the Senior ABL Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Loan Documents as if the Liens of the Junior Agent under the Junior Collateral Documents did not exist. The rights of the Junior Agent shall at all times be subject to the terms of this Agreement and to the Senior Agent's rights under the Senior Loan Documents. (c) Senior Agent shall not have any no obligation whatsoever to the Junior Term Agent or any other Junior Term Loan Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The Junior Term Agent shall not have any no obligation whatsoever to Senior ABL Agent or any other Senior ABL Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of Senior ABL Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Senior Lien ABL Priority Obligations as provided in paragraph (d) of this Section 5.4. The duties or responsibilities of the Junior Term Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4. (dc) Senior ABL Agent acting pursuant to this Section 5.4 shall not have by reason of the Senior Loan ABL Collateral Documents, any Junior Lien the Term Loan Collateral Documents, or this Agreement a fiduciary relationship in respect of the Junior Term Agent or any other Junior Term Loan Claimholder. The Junior Term Agent acting pursuant to this Section 5.4 shall not have by reason of the Senior Loan ABL Collateral Documents, any Junior Lien the Term Loan Collateral Documents, or this Agreement a fiduciary relationship in respect of Senior ABL Agent or any other Senior ABL Claimholder. (ed) Upon the Discharge payment (or cash collateralization, as applicable) in full in cash of Senior Lien all ABL Obligations, Senior ABL Agent shall deliver the remaining Pledged Collateral (if any) that constitutes Junior Collateral, together with any necessary endorsements (but without representation or warranty or recourse of any kind)endorsements, first, to Junior Term Agent to the extent the Junior Lien Term Loan Obligations remain outstanding as confirmed in writing by the Junior Term Agent, and, to the extent that Junior Term Agent confirms no Junior Lien Term Loan Obligations are outstanding, second, to Grantors Borrowers to the extent no Senior Lien ABL Obligations or Junior Lien Term Loan Obligations remain outstanding (in each case, so as to allow such person to obtain possession or control of such Pledged Collateral). 5At such time, ABL Agent further agrees to take all other action reasonably requested by Term Agent at the expense of Borrowers (including amending any outstanding control agreements) to enable Term Agent to obtain a first priority security interest in the Collateral.

Bailee for Perfection. (a) Each of Senior Agent and Junior The First Lien Agent agrees to hold hold, maintain control of, or control be listed as a secured party on any certificate of title with respect to, the Pledged Collateral that is (x) part of the Collateral that is in its possession or control or with respect to which it is listed as a secured party (or in the possession or control of its agents an agent or bailees) bailee of the First Lien Agent or with respect to which an agent of the extent that possession First Lien Agent is listed as a secured party), including control of any deposit account or control thereof is taken to perfect a Lien thereon under securities account (as such terms are defined in the UCC) pursuant to an agreement to which the First Lien Agent is a party, or other applicable law (such Collateral being referred to as agent for the “Pledged Collateral”) First Lien Claimholders and as bailee for the Second Lien Agent and as a non-fiduciary agent for Junior Agent or Senior Agent, as applicable any assignee (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8- 301(a)(28-106(d)(3), 8-301(a)(2) and 9-313(c), 9-104, 9-105, 9-106, and 9-107 ) of the UCC), ) solely for the purpose of perfecting the security interest granted under any of the Junior First Lien Credit Documents or and the Senior Loan Second Lien Credit Documents, as applicable, subject to the terms and conditions of this Section 5.4(a5.5. (b) and each of Senior Agent and Junior Agent hereby appoints each other Agent Except to act as its non-fiduciary agent the extent otherwise provided for such purposes and each such Agent accepts such appointment. Unless herein and until the Discharge of the Senior Lien Obligations, the Junior Agent agrees to promptly notify Senior Agent of any Pledged Collateral held by it or by any other Junior Claimholders, and, immediately upon the written request of Senior Agent at any time prior to the Discharge of the Senior Lien Obligations, the Junior Agent agrees to deliver to Senior Agent any such Pledged Collateral held by it or by any other Junior Claimholders, together with any necessary endorsements (or otherwise allow Senior Agent to obtain sole possession or control of such Pledged Collateral). (b) Subject to the terms of this Agreement, until the Discharge of Senior First Lien Obligations has occurred, the Senior First Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Loan First Lien Credit Documents as if the Liens of the Junior Second Lien Agent under the Junior Second Lien Collateral Documents did not exist. The rights of the Junior Second Lien Agent shall at all times be subject to the terms of this Agreement and to the Senior First Lien Agent's ’s rights under the Senior Loan First Lien Credit Documents. (c) Senior The First Lien Agent shall not have any no duties or obligation whatsoever to the Junior First Lien Claimholders, the Second Lien Agent or any other Junior Second Lien Claimholder of any kind, including any obligation to ensure assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any person Person, except as expressly set forth in this Section 5.4. The Junior Agent shall not have any obligation whatsoever to Senior Agent or any other Senior Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of Senior Agent under this Section 5.4 shall be limited solely to holding or controlling hold the Pledged Collateral as bailee and agent in accordance with this Section 5.4 5.5, and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the Second Lien Agent and delivering each Second Lien Claimholder waives and releases the First Lien Agent and each of the other First Lien Claimholders from, and hereby indemnifies and agrees to hold harmless the First Lien Agent and each of the other First Lien Claimholders against, all claims and liabilities arising as a result of or in connection with the First Lien Agent’s role as bailee for the Second Lien Agent with respect to the Pledged Collateral upon a Discharge of Senior Lien Obligations as provided in paragraph (d) of this Section 5.4. The duties or responsibilities of the Junior Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4Collateral. (d) Senior The First Lien Agent acting pursuant to this Section 5.4 shall not have by reason of the Senior Loan First Lien Collateral Documents, any Junior the Second Lien Collateral Documents, or this Agreement or any other document a fiduciary relationship in respect of the Junior First Lien Claimholders, the Second Lien Agent or any other Junior Claimholder. The Junior Agent acting pursuant to this Section 5.4 shall not have by reason of the Senior Loan Documents, any Junior Second Lien Documents, or this Agreement a fiduciary relationship in respect of Senior Agent or any other Senior Claimholder. (e) Upon Promptly upon the Discharge of Senior the First Lien Obligations, Senior the First Lien Agent shall deliver and relinquish control of, and authorize its removal as secured party from any certificates of title with respect to, the remaining Pledged Collateral (if any) ), without recourse, representation or warranty (other than a representation of the First Lien Agent that constitutes Junior it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged Collateral), together with any necessary endorsements (but without representation or warranty or recourse of any kind)endorsements, first, to Junior or upon the direction of the Second Lien Agent to the extent the Junior Second Lien Obligations remain outstanding as confirmed in writing by the Junior Agentoutstanding, and, and second to the extent that Junior Agent confirms no Junior First Lien Lender for application to the First Lien Excluded Excess Obligations are outstanding, second, and third to Grantors the applicable Grantor to the extent no Senior First Lien Obligations, Second Lien Obligations or Junior First Lien Excluded Excess Obligations (as defined in the definition of “First Lien Obligations”) remain outstanding (outstanding. The First Lien Agent further agrees to take all other action reasonably requested by the Second Lien Agent in each case, so connection with the Second Lien Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct; provided however that the First Lien Agent shall not be required to allow take any such person action requested by the Second Lien Agent that the First Lien Agent in good faith believes exposes it to obtain possession personal liability for expenses or control of other amounts unless the First Lien Agent receives an indemnity satisfactory to it from the Second Lien Agent or Second Lien Claimholders with respect to such Pledged Collateral). 5action.

Bailee for Perfection. (a) Each of The Senior Agent and the Junior Collateral Agent agrees each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, UCC or other applicable law (such Collateral being referred to as the “"Pledged Collateral”) "), as bailee and as a non-fiduciary agent for the Junior Collateral Agent or the Senior Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8- 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under any of the Junior Lien Documents or the Senior Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4(a) and each of Senior Agent and Junior Agent hereby appoints each other Agent to act as its non-fiduciary agent for such purposes and each such Agent accepts such appointment3.10. Unless and until the Discharge of the Senior Lien ObligationsDebt is Paid in Full, the Junior Collateral Agent agrees to promptly notify the Senior Agent of any Pledged Collateral held by it or by any other Junior ClaimholdersCreditors, and, immediately upon the written request of the Senior Agent at any time prior to the Discharge of the Senior Lien ObligationsDebt being Paid in Full, the Junior Collateral Agent agrees to deliver to the Senior Agent any such Pledged Collateral held by it or by any other Junior ClaimholdersCreditors, together with any necessary endorsements (or otherwise allow the Senior Agent to obtain sole possession or control of such Pledged Collateral). The Senior Agent hereby agrees that upon the Senior Debt being Paid in Full, upon the written request of Junior Collateral Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, Senior Agent shall continue to act as such a bailee and non-fiduciary agent for the Junior Collateral Agent (solely for the purpose of perfecting the security interest granted under the Junior Documents and at the expense of Junior Collateral Agent) with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Senior Debt is Paid in Full, and (y) the date when a control agreement is executed in favor of Junior Collateral Agent with respect to such deposit account or securities account. (b) Subject to the terms of this Agreement, until the Discharge of Senior Lien Obligations has occurred, the The Senior Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Loan Documents as if the Liens of the Junior Agent under the Junior Collateral Documents did not exist. The rights of the Junior Agent shall at all times be subject to the terms of this Agreement and to the Senior Agent's rights under the Senior Loan Documents. (c) Senior Agent shall not have any no obligation whatsoever to the Junior Collateral Agent or any other Junior Claimholder Creditor to ensure that the Pledged Collateral is genuine or owned by any of Grantors the Obligors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.43.10. The Junior Collateral Agent shall not have any no obligation whatsoever to the Senior Agent or any other Senior Claimholder Lender to ensure that the Pledged Collateral is genuine or owned by any of Grantors the Obligors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.43.10. The duties or responsibilities of the Senior Agent under this Section 5.4 3.10 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 3.10 and delivering the Pledged Collateral upon a Discharge of Senior Lien Obligations Payment in Full as provided in paragraph (d) of this Section 5.43.10. The duties or responsibilities of the Junior Collateral Agent under this Section 5.4 3.10 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.43.10. (dc) The Senior Agent acting pursuant to this Section 5.4 3.10 shall not have by reason of the Senior Loan Documents, any the Junior Lien Documents, or this Agreement or any other document a fiduciary relationship in respect of the Junior Collateral Agent or any other Junior ClaimholderCreditor. The Junior Collateral Agent acting pursuant to this Section 5.4 3.10 shall not have by reason of the Senior Loan Documents, any the Junior Lien Documents, or this Agreement or any other document a fiduciary relationship in respect of the Senior Agent or any other Senior ClaimholderLender. (ed) Upon the Discharge of Senior Lien ObligationsDebt being Paid in Full, the Senior Agent shall deliver the remaining Pledged Collateral (if any) that constitutes Junior Collateral, together with any necessary endorsements (but without representation or warranty or recourse of any kind)endorsements, first, to the Junior Collateral Agent to the extent the Junior Lien Obligations remain Debt remains outstanding as confirmed in writing by the Junior Collateral Agent, and, to the extent that Junior Collateral Agent confirms no Junior Lien Obligations are Debt is outstanding, second, to Grantors the Administrative Borrower to the extent no Senior First Lien Obligations Debt or Junior Second Lien Obligations Debt remain outstanding (in each case, so as to allow such person to obtain possession or control of such Pledged Collateral). 5.

Bailee for Perfection. (a) Each of Senior Revolver Agent and Junior Term Loan Agent agrees each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, the PPSA or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as bailee and as a non-fiduciary agent for Junior Term Loan Agent or Senior Revolver Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of possession or control under the PPSA or Sections 8- 8-301(a)(2), 9-313(c9313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under any of the Junior Lien Term Loan Documents or the Senior Revolver Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4(a) and each of Senior Agent and Junior Agent hereby appoints each other Agent to act as its non-fiduciary agent for such purposes and each such Agent accepts such appointment5.4. Unless and until the Discharge of the Senior Lien Revolver Priority Obligations, the Junior Term Loan Agent agrees to promptly notify Senior Revolver Agent of any Pledged Collateral that is Revolver Priority Collateral held by it or by any other Junior Term Loan Claimholders, and, immediately upon the written request of Senior Revolver Agent at any time prior to the Discharge of the Senior Lien Revolver Priority Obligations, the Junior Term Loan Agent agrees to deliver to Senior Revolver Agent any such Pledged Collateral held by it or by any other Junior Term Loan Claimholders, together with any necessary endorsements (or otherwise allow Senior Revolver Agent to obtain sole possession or control of such Pledged Collateral). (b) Subject to the terms of this Agreement, until the Discharge of Senior Lien Obligations has occurred, the Senior Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Loan Documents as if the Liens of the Junior Agent under the Junior Collateral Documents did not exist. The rights of the Junior Agent shall at all times be subject to the terms of this Agreement and to the Senior Agent's rights under the Senior Loan Documents. (c) Senior Agent shall not have any obligation whatsoever to the Junior Agent or any other Junior Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The Junior Agent shall not have any obligation whatsoever to Senior Agent or any other Senior Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of Senior Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Senior Lien Obligations as provided in paragraph (d) of this Section 5.4. The duties or responsibilities of the Junior Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4. (d) Senior Agent acting pursuant to this Section 5.4 shall not have by reason of the Senior Loan Documents, any Junior Lien Documents, or this Agreement a fiduciary relationship in respect of the Junior Agent or any other Junior Claimholder. The Junior Agent acting pursuant to this Section 5.4 shall not have by reason of the Senior Loan Documents, any Junior Lien Documents, or this Agreement a fiduciary relationship in respect of Senior Agent or any other Senior Claimholder. (e) Upon the Discharge of Senior Lien Obligations, Senior Agent shall deliver the remaining Pledged Collateral (if any) that constitutes Junior Collateral, together with any necessary endorsements (but without representation or warranty or recourse of any kind), first, to Junior Agent to the extent the Junior Lien Obligations remain outstanding as confirmed in writing by the Junior Agent, and, to the extent that Junior Agent confirms no Junior Lien Obligations are outstanding, second, to Grantors to the extent no Senior Lien Obligations or Junior Lien Obligations remain outstanding (in each case, so as to allow such person to obtain possession or control of such Pledged Collateral). 5Revolver Agent hereby agrees that upon the Discharge of Revolver Priority Obligations, upon the written request of Term Loan Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, Revolver Agent shall continue to act as such a bailee and non-fiduciary agent for Term Loan Agent (solely for the purpose of perfecting the security interest granted under the Term Loan Documents and at the expense of Term Loan Agent) with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of Revolver Priority Obligations has occurred, and (y) the date when a control agreement is executed in favor of Term Loan Agent with respect to such deposit account or securities account. Unless and until the Discharge of Term Loan Priority Obligations, Revolver Agent agrees to promptly notify Terra Loan Agent of any Pledged Collateral that is Term Loan Priority Collateral held by it or by any Revolver Claimholders, and, immediately upon the request of Term Loan Agent at any time prior to the Discharge of Term Loan Priority Obligations, Revolver Agent agrees to deliver to Term Loan Agent any such Pledged Collateral held by it or by any Revolver Claimholders, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain control of such Pledged Collateral). Term Loan Agent hereby agrees that upon the Discharge of Term Loan Priority Obligations, upon the written request of Revolver Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, Term Loan Agent shall continue to act as such a bailee and non-fiduciary agent for Revolver Agent (solely for the purpose of perfecting the security interest granted under the Revolver Documents and at the expense of Revolver Agent) with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of Term Loan Priority Obligations has occurred, and (y) the date when a control agreement is executed in favor of Revolver Agent with respect to such deposit account or securities account.